As smooth as a good mojito, as stylish as an Armani suit and as meaningful in the grand scheme of things as yesterday's Las Vegas betting odds, "Ocean's Thirteen" continues the breezy good times of the first two series entries without missing a beat. By returning the action to Vegas, producer Jerry Weintraub and director Steven Soderbergh recapture the feel of the 2001 original after the 2004 European detour that bugged some fans. With George, Brad, Matt and the rest pulling another ultra-cool con without breaking a sweat, and with Al Pacino ideal as their new nemesis, Warner Bros. can bet on cashing in for yet another franchise payday.
Script by Brian Koppelman and David Levien, who penned the sharp gambling-world drama "Rounders," puts all its dramatic chips on the anticipated comeuppance of a thoroughly reprehensible baddie. Egomaniacal Vegas kingpin Willy Bank (Pacino) has screwed the beloved Reuben Tishkoff (Elliott Gould) out of his part ownership in Bank's latest venture, the Strip's most grandiose and luxurious hotel-casino. Bank's unscrupulous reputation preceded him, but Reuben made the mistake of trusting him since they are among the few pioneers left old enough to have shaken Sinatra's hand.

With Reuben in critical condition from shock, Danny Ocean (George Clooney) and Rusty Ryan (Brad Pitt) gather the clan together again to avenge their mentor. The Bank, as the new pleasure palace is known, is to bow July 3, and the men swiftly concoct a fantastically complicated high-tech scheme to sabotage the opening, divest Bank of his riches, ruin his reputation and restore Reuben to health and wealth in one fell swoop.

No problem for these guys, except that Bank's empire, and the systems that are in place to secure it, appear to be impregnable. Much of the fun, then, stems from the dizzying ways in which Ocean's team surmounts the difficulties: Dice is magnetized in Mexico, card shufflers and slot machines are rigged, a camera is snuck into Bank's office, would-be high-rollers are brought in and pulled out. Most audaciously, an earthquake is artificially stimulated under the Bank (using a giant drill formerly used to carve out the Chunnel -- specifically, the one that started on the French side), forcing the evacuation of the casino at a crucial moment.

On top of all this, when Ocean runs low on funds, he's forced to turn to Terry Benedict (Andy Garcia), his adversary in the first film, for further financing, which is forthcoming on one condition--that Ocean steal the diamonds Bank has hidden away in an unreachable place in his building. A problem but, again, no problem.

So much for the high stakes. What seems to obsess Bank most is the Five Diamond Award, a top hotel ranking he's achieved at all his other establishments worldwide. Pic's most amusing subplot involves Carl Reiner's Sal Bloom posing as an evaluator assessing the Bank during its soft opening run while the real ratings man, played by David Paymer in ultra-schleppy victim mode, is beset by all manner of ill-treatment by hotel staff, real and otherwise.

Last but not least, Linus Caldwell (Damon) turns up as the ultra-efficient (and fake schnozzed) Man Friday to would-be high-roller Mr. Weng (Shaobo Qin) in order to romantically distract Bank's sharp-eyed No. 2 (Ellen Barkin) during the opening festivities.

Most of the action plays out at the imposing Bank hotel, a faintly absurd but nonetheless amazing twisting structure that dominates the Vegas skyline thanks to impeccable CGI work and impresses via the interiors conjured by production designer Philip Messina. Unlike "Ocean's Eleven," which locationed in a genuine casino, new film was shot on a lavish set built on Warner Bros.' biggest soundstage. The main room is a double-level, balconied affair with an Asian motif. Decor is dominated by sumptuous golds and reds, with money dripping from every frame as Soderbergh, under his nom de camera Peter Andrews, shoots this one more steadily and glamorously than he did the first entry.

As before, most of the scenes are deliberately underplayed banter sessions dominated by quick give-and-take, knowing exchanges and sly understatement among a members-only troupe. Everyone looks their best and knows they can never be one-upped, as befits some of Hollywood's biggest stars brandishing a we-know-we-have-it-and-you-don't unflappable cool that stops short of the arrogance some detected in "Ocean's Twelve."

Only moments of something remotely resembling reflection and emotion are delivered in pic's most appealing scene, in which Danny and Rusty, either toward dawn or dusk, walk along a street deliberately framed to accentuate trees and an elegant, Euro-style backdrop and discuss Reuben and the Vegas they used to know before everything changed.

Cast, fab production values and a pace that never flags keep the fizz on the series. Another entry is indicated by the final dialogue exchanges. Taking his leave, Damon tells Clooney and Pitt, "See you when I see you." Pitt then bids adieu to Clooney with own little in-jokes, "Hey! Next time! Keep the weight off. Have a couple of kids."